Alan Dunton
About Alan W. Dunton
Alan W. Dunton, M.D., age 71, has served as an independent director of Palatin Technologies since June 2011. He holds an M.D. from NYU School of Medicine, completed an internal medicine residency, and was a Clinical Pharmacology Fellow at New York Hospital/Cornell. He previously held senior R&D leadership roles at Johnson & Johnson’s Pharmaceuticals Group, including President/Managing Director of the Janssen Research Foundation, and has played key roles in bringing more than 20 products to regulatory approval.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson (Pharmaceuticals Group) / Janssen Research Foundation | Senior executive; President & Managing Director (Janssen Research Foundation) | 1994–2001 | Led global R&D organization; major product approvals (20+). |
| Purdue Pharma L.P. | SVP, Research, Development & Regulatory Affairs | Nov 2015 – Mar 2018 | Led overall research strategy and development programs. |
| Panacos Pharmaceuticals Inc. | President & CEO; later Managing Director | Jan 2007 – Mar 2009; Mar 2009 – Jan 2011 | Executive leadership through strategic transition. |
| Danerius, LLC | Founder (biotech consulting) | Since 2006 | Advisory and strategy for biotech companies. |
External Roles
| Company | Role | Notes |
|---|---|---|
| Recce Pharmaceuticals Ltd (ASX: RCE) | Director (current) | Interlock: PTNT Chairman John K.A. Prendergast is Executive Chairman of Recce. |
| CorMedix Inc. (NYSE: CRMD) | Director (current) | Independent public biopharma directorship. |
| Oragenics, Inc. (NYSE: OGEN) | Director (current) | Independent public biopharma directorship. |
| Prior boards | Targacept; EpiCept (Non-Exec Chair); Adams Respiratory (acquired by Reckitt Benckiser); MediciNova; Panacos | Historical public company board experience. |
Board Governance
- Committee assignments and roles
- Compensation Committee: Chair.
- Audit Committee: Member.
- Nominating & Corporate Governance Committee: Current membership disclosed as Prendergast (Chair), Morris, Manning (Dunton not listed).
- Independence: The Board determined all directors except the CEO are independent (includes Dunton).
- Attendance and engagement
- FY2024 meetings: Board (4), Audit (2), Compensation (1), Nominating & Governance (1); each director attended at least 75% of meetings of the Board and applicable committees.
- Annual meeting attendance: Directors other than the CEO did not attend the June 27, 2024 virtual annual meeting.
- Leadership structure: Separate Chair (independent) and CEO roles; Chair oversees Board processes and strategy advising.
- Executive sessions: Independent directors meet in executive session at least annually.
Fixed Compensation
| Fiscal Year | Cash Retainer (Fees Earned/Paid) | Notes |
|---|---|---|
| 2024 | $70,000 | Actual cash paid to Dunton in FY2024. |
Program structure (for reference): Non-employee directors receive an annual base retainer of $40,000; committee chairs: Audit $20,000, Compensation $20,000, Nominating/Governance $10,000; committee members receive one-half of the respective chair retainer; Chairman (non-employee) receives $87,500.
Performance Compensation
| Grant/Period | Instrument | Amount/Terms | Vesting | Exercise Price/Expiry | CIC/Other Provisions |
|---|---|---|---|---|---|
| FY2024 Director Equity (reported) | RSU grant date fair value | $21,900 | Per award agreements | — | Aggregate grant date FV in proxy table. |
| FY2024 Director Equity (reported) | Stock option grant date fair value | $20,972 | Per award agreements | — | Aggregate grant date FV in proxy table. |
| Annual grant (for FY2025 service) approved June 4, 2024; certified July 15, 2024 | RSUs | 12,000 RSUs to each non-employee director | Vested on June 4, 2025 | — | Subject to certification; standard terms. |
| Annual grant (for FY2025 service) approved June 4, 2024; certified July 15, 2024 | Stock options | 17,000 options to each non-employee director | Vested on June 4, 2025 (prorated 1/12 per month if service ends before 6/30/25) | $1.83; 10-year term | Accelerated vesting if involuntary termination as director following a change in control; post-termination exercise up to earlier of 1 year or expiry. |
Other Directorships & Interlocks
- Current public boards: Recce (ASX: RCE), CorMedix (NYSE: CRMD), Oragenics (NYSE: OGEN).
- Interlock risk: PTNT Chairman John K.A. Prendergast is Executive Chairman of Recce while Dunton is also a Recce director, creating a governance interlock that may influence information flow and oversight dynamics.
Expertise & Qualifications
- Medical and clinical development expertise with leadership in large pharma (J&J/Janssen) and smaller biopharmas; credited with key roles in over 20 regulatory approvals.
Equity Ownership
| Holder | Total Beneficial Ownership (Common) | Components (detail) | % of Class | Pledging Status |
|---|---|---|---|---|
| Alan W. Dunton, M.D. | 280,492 | Includes: 181,818 shares underlying 200 shares of Series D Convertible Preferred; 56,380 options; 14,800 RSUs (2,800 vested but deferred). Excludes awards not vesting within 60 days. | <1% | Company policy prohibits pledging; none of management/director shares are pledged. |
| Series D Preferred context | 200 shares (Dunton) → convertible at $0.11 into ~909.09 common each; aggregate across insiders purchased June 2025 (see Related-Party/Insider Financing below). |
- Stock ownership guidelines: Directors must hold at least 2× annual retainer in stock; as of June 30, 2024, all Board members met the target ownership level.
Related-Party Exposure and Insider Financing
- June 10, 2025 insider financing: Dunton, along with PTNT CEO (Spana), CFO/COO (Wills) and Chairman (Prendergast), purchased newly designated Series D Convertible Preferred Stock (aggregate 3,400 shares at $100 stated value) and received Series I Warrants (aggregate up to 6,181,818 common shares) at $0.11 exercise price; Dunton’s Series D holdings are 200 shares (convertible into 181,818 common). Warrants are exercisable only after stockholder approval; 5-year term.
- Governance implication: Insider participation provides capital and alignment but creates potential conflict optics; board sought explicit shareholder approval for warrant share issuance consistent with NYSE American rules.
Director Compensation (Detail)
| Metric (FY2024) | Amount |
|---|---|
| Cash fees (retainers/committee fees) | $70,000 |
| Stock awards (grant date fair value) | $21,900 |
| Option awards (grant date fair value) | $20,972 |
| Total | $112,872 |
| Outstanding at 6/30/2024: Options | 57,180 shares underlying options |
| Outstanding at 6/30/2024: Stock awards | 12,000 RSUs unvested at that date |
Governance Assessment
-
Strengths
- Independent director with deep clinical development expertise; chairs Compensation and serves on Audit, enhancing oversight capacity.
- Strong governance features at the company level: separation of Chair/CEO roles; clawback policy; anti-hedging/anti-pledging; no option repricing.
- Director ownership guidelines met, indicating alignment.
-
Watch items / RED FLAGS
- Say-on-pay support was approximately 58% in June 2024, below typical 70–90% norms, signaling shareholder dissatisfaction with pay practices that the Compensation Committee (chaired by Dunton) oversees.
- Board interlock: Dual PTNT/Recce overlap (Dunton as Recce director; Prendergast as Recce Executive Chairman) may raise independence/perception concerns on cross-board influence.
- Insider financing participation (June 2025 Series D Preferred/Series I Warrants) involves directors and officers, requiring continued transparency and robust recusal/approval processes to mitigate conflict optics.
- Annual meeting attendance: Directors (including Dunton) did not attend the June 27, 2024 virtual annual meeting, which some investors view unfavorably regarding engagement, despite meeting regular Board/committee attendance thresholds.
- Listing risk environment: Loss of NYSE American trading (May 7, 2025) due to low selling price; reverse split proposal to facilitate relisting—macro governance/performance headwinds that heighten scrutiny of board effectiveness.
-
Compensation Committee analysis
- Composition: All independent; Dunton (Chair), with Morris, deVeer, and Hull as members.
- Practices: Use of independent consultant (Aon Rewards); clawback policy; stock ownership policy; no repricing; emphasis on performance-based equity for executives.
- Shareholder feedback loop: Company disclosed investor engagement and incremental shifts to performance-based incentives; however, sub-60% say-on-pay signals more change may be needed.
Overall: Dunton brings significant drug development expertise and plays a central role in compensation oversight. Key governance watch items include the Recce interlock, insider financing participation, and low say-on-pay support; balancing these with strong independence status, committee leadership, and ownership alignment will be critical for investor confidence.